Unassociated Document


     

    EXHIBIT
10.13

     

    COMMON
STOCK PURCHASE AGREEMENT

     

    This
Common Stock Purchase Agreement (this “Agreement”) is dated
as of December 15, 2009, by and between Defense Solutions Holding, Inc., a
Nevada corporation (the “Company”), and
Seaside 88, LP, a Florida limited partnership (such investor, including its
successors and assigns, “Seaside”).

     

    WHEREAS,
subject to the terms and conditions set forth in this Agreement, the Company
desires to issue and sell to Seaside, and Seaside desires to purchase from the
Company, up to 3,000,000 shares of Common Stock on the Closing
Dates;

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and Seaside agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    1.1           Definitions.  In
addition to the terms defined elsewhere in this Agreement, for all purposes of
this Agreement, the following terms have the meanings indicated in this Section
1.1:

     

    “Affiliate” means any
Person that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a Person as such terms are
used in and construed under Rule 144.

     

    “Closing” means the
Initial Closing and the Subsequent Closing.

     

    “Closing Dates” means
the Initial Closing Date and the Subsequent Closing Date.

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” means
the common stock of the Company, $0.001 par value, and any securities into which
such common stock may hereafter be reclassified.

     

    “Common Stock
Equivalents” means any securities of the Company or the Subsidiaries
which would entitle the holder thereof to acquire at any time Common Stock,
including without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

     

    “Company Counsel”
means Giordano, Halleran & Ciesla, P.C. or other counsel (including in-house
counsel) reasonably acceptable to Seaside.

     

    “Dollar Limit” shall
have the meaning ascribed to such term in Section 2.6.

     

    “Disclosure Schedules”
means the disclosure schedules of the Company delivered concurrently herewith,
as the same may be updated by the Company from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “GAAP” shall have the
meaning ascribed to such term in Section 3.1(h).

     

    “Initial Closing”
means the closing of the purchase and sale of the Common Stock pursuant to
Section 2.1.

     

    “Initial Closing Date”
means the date when all of the Transaction Documents have been executed and
delivered by the applicable parties thereto, and all conditions precedent to
Seaside’s obligations to purchase the Shares, and the Company’s obligations to
issue and deliver the Shares, have been satisfied or waived with respect to the
Initial Closing.

     

    “Initial Per Share Purchase
Price” means $0.24.

     

    “Intellectual
Property” shall have the meaning ascribed to such term in Section
3.1(p).

     

    “Lien” means a lien,
charge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction.

     

    “Material Adverse
Effect” means any condition, event, change or effect that could
reasonably be expected to have a material adverse effect on (i) the legality,
validity or enforceability of any Transaction Document, (ii) the results of
operations, assets, business, prospects or financial condition of the Company
and its Subsidiaries, taken as a whole, or (iii) the Company’s ability to
perform in any material respect on a timely basis its obligations under any
Transaction Document, but shall not mean or include any condition, event, change
or effect (1) which is or results from events or occurrences relating to the
economy in general (including arising from terrorist attacks, acts of war or
civil unrest) or the Company’s industry in general and not specifically relating
to the Company or having a disproportionate impact on the Company, or (2) which
results from the announcement of this Agreement or the transactions contemplated
hereby or by the other Transaction Documents.

     

    “Per Share Purchase
Price” shall be an amount equal to the lower of (i) the daily volume
weighted average of actual trading prices (measured in hundredths of cents) of
the Common Stock of the Company on the Trading Market for the ten consecutive
Trading Days immediately prior to the Subsequent Closing Date multiplied by 0.65
and (ii) the daily volume weighted average of actual trading prices (measured in
hundredths of cents) of the Common Stock of the Company on the Trading Market
for the Trading Day immediately prior to the Subsequent Closing Date multiplied
by 0.65.

     

    “Permits” shall have
the meaning ascribed to such term in Section 3.1(q).

     

    “Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.

     

    
      
        
        

      

      
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    “Required Approvals”
shall have the meaning ascribed to such term in Section 3.1(e).

     

    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

     

    “Seaside Party” shall
have the meaning ascribed to such term in Section 4.6.

     

    “SEC Reports” shall
have the meaning ascribed to such term in Section 3.1(h).

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Shares” means the
shares of Common Stock issued or issuable to Seaside pursuant to this
Agreement.

     

    “Short Sales” shall
include, without limitation, all “short sales” as defined in Rule 200 of
Regulation SHO of the Exchange Act.

     

    “Subsequent Closing”
means the closing of the purchase and sale of the Common Stock pursuant to
Section 2.2.

     

    “Subsequent Closing
Date” means the day three months subsequent to the Initial Closing Date
(or, if such day is not a Trading Day, then the first day thereafter that is a
Trading Day), or such later date when all conditions precedent to Seaside’s
obligations to purchase the Shares, and the Company’s obligations to issue and
deliver the Shares, have been satisfied or waived with respect to the Subsequent
Closing.

     

     “Subsidiary” shall
have the meaning ascribed to such term in Section 3.1(a).

     

    “Trading Day” means a
day on which the Common Stock is traded on a Trading Market.

     

    “Trading Market” means
whichever of the following markets or exchanges on which the Common Stock is
listed or quoted for trading on the date in question: the New York Stock
Exchange, the NYSE Alternext Exchange, the NYSE AMEX, the Nasdaq Capital Market,
the Nasdaq Global Market, the Nasdaq Global Select Market or the OTC Bulletin
Board.

     

    “Transaction
Documents” means this Agreement and any other documents or agreements
executed in connection with the transactions contemplated
hereunder.

     

    ARTICLE
II

    PURCHASE
AND SALE

     

    2.1           Initial
Closing.  On the Initial Closing Date, Seaside shall purchase
from the Company, and the Company shall issue and sell to Seaside, 1,500,000
Shares at the Initial Per Share Purchase Price.  Upon satisfaction or
waiver of the conditions set forth in Sections 2.3, 2.4, 2.5 and 2.6, the
Initial Closing shall occur at the offices of White White & Van Etten PC, 55
Cambridge Parkway, Cambridge, MA 02142, or such other location as the parties
shall mutually agree.

     

    
      
        
        

      

      
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    2.2           Subsequent
Closing.  On the Subsequent Closing Date, subject to Section
2.6, Seaside shall purchase from the Company, and the Company shall issue and
sell to Seaside, 1,500,000 Shares at the Per Share Purchase
Price.  Upon satisfaction or waiver of the conditions set forth in
Sections 2.3, 2.4, 2.5 and 2.6, the Subsequent Closing shall occur at the
offices of White White & Van Etten PC, 55 Cambridge Parkway, Cambridge, MA
02142, or such other location as the parties shall mutually agree.

     

    2.3           Deliveries by the
Company.  On each Closing Date, the Company shall deliver or
cause to be delivered to Seaside the following:

     

    (a)         subject
to Section 2.6, a certificate representing 1,500,000 Shares in the name of
Seaside as specified on the signature pages hereto and/or a copy of the
Company’s irrevocable instructions to its transfer agent to prepare and issue
such certificate, with delivery of such certificate to occur no later than three
business days thereafter;

     

    (b)         an
officer’s certificate of the Company’s Chief Executive Officer or Chief
Financial Officer in the form of Exhibit A attached
hereto; and

     

    (c)         solely
on the Initial Closing Date, a legal opinion of Company Counsel, in the form of
Exhibit B
attached hereto.

     

    2.4           Deliveries by
Seaside.  On each Closing Date, Seaside shall deliver or cause
to be delivered to the Company an amount equal to the Initial Per Share Purchase
Price or Per Share Purchase Price, as applicable, for each such Closing
multiplied by 1,500,000, subject to Section 2.6, in each case by wire transfer
to the account as specified in writing by the Company and in each case less the
amount due Seaside for reimbursement of its expenses pursuant to Section 5.2
hereof.

     

    2.5           Closing
Conditions.

     

    (a)           The
obligations of the Company hereunder in connection with each Closing are subject
to the satisfaction by Seaside, or waiver by the Company, of the following
conditions:

     

    (i)           the
accuracy on the Closing Date of the representations and warranties of Seaside
contained herein;

     

    (ii)           all
obligations, covenants and agreements of Seaside required to be performed at or
prior to the Closing Date shall have been performed; and

     

    (iii)           the
delivery by Seaside of the items set forth in Section 2.4 of this
Agreement.

     

    (b)           The
obligations of Seaside hereunder in connection with each Closing are subject to
the satisfaction by the Company, or waiver by Seaside, of the following
conditions:

     

    (i)           the
accuracy on the Closing Date of the representations and warranties of the
Company contained herein;

     

    
      
        
        

      

      
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    (ii)           all
obligations, covenants and agreements of the Company required to be performed at
or prior to the Closing Date shall have been performed, and all Required
Approvals shall have been obtained;

     

    (iii)           the
delivery by the Company of the items set forth in Section 2.3 of this
Agreement;

     

    (iv)           there
shall have been no Material Adverse Effect with respect to the Company since the
date hereof that has not been cured by the Company;

     

    (v)           the
purchase of Shares at the Subsequent Closing from the Company shall not cause
Seaside’s beneficial ownership of the Company’s Common Stock, calculated in
accordance with Rule 13d-3 promulgated by the Commission, to exceed 10%;
and

     

    (vi)           from
the date hereof to each Closing Date, trading in the Common Stock shall not have
been suspended by the Commission and trading in securities generally as reported
by Bloomberg Financial Markets shall not have been suspended or limited, or
minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking
moratorium have been declared either by the United States or New York State
authorities nor shall there have occurred any material outbreak or escalation of
hostilities or other national or international calamity of such magnitude in its
effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of Seaside, makes it impracticable or
inadvisable to purchase the Shares at the Closing.

     

    2.6           Dollar Limit on
Purchases.  If for the Subsequent Closing the amount of the
proposed investment by Seaside at such Closing is greater than two times the
amount invested by Seaside at the Initial Closing (the “Dollar Limit”), then
Seaside shall have the option to reduce the number of Shares purchased at the
Subsequent Closing such that the amount of the investment at such Closing is an
amount no greater than the Dollar Limit.

     

     

    ARTICLE
III

    REPRESENTATIONS
AND WARRANTIES

     

    3.1           Representations and
Warranties of the Company.  Except as set forth under the
corresponding section of the Disclosure Schedules, which Disclosure Schedules
may be updated before the Subsequent Closing and which shall be deemed a part
hereof, the Company hereby makes the representations and warranties set forth
below to Seaside as of the date hereof and as of each Closing Date (provided
that the representations and warranties that speak as of a specific date shall
continue to be true and correct as of such Closing with respect to such
date):

     

    (a)         Subsidiaries.  All
of the direct and indirect subsidiaries of the Company are listed in Section
3.1(a) of the Disclosure Schedule (each a “Subsidiary”).  The
Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and all the issued and
outstanding shares of capital stock or other equity interests of each Subsidiary
are validly issued and are fully paid, non-assessable and free of preemptive and
similar rights to subscribe for or purchase securities.  If the
Company has no subsidiaries, then references in the Transaction Documents to the
Subsidiaries will be disregarded.

     

    
      
        
        

      

      
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    (b)         Organization and
Qualification.  The Company and each of the Subsidiaries is an
entity duly incorporated or otherwise organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation or organization
(as applicable), with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation or
default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Except as
set forth in Section 3(b) of the Disclosure Schedules, each of the Company and
the Subsidiaries is duly qualified to conduct business and is in good standing
as a foreign corporation or other entity in each jurisdiction in which the
nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not reasonably be expected to result in a
Material Adverse Effect and, to the knowledge of the Company, no Proceeding has
been instituted in any such jurisdiction revoking, limiting or curtailing or
seeking to revoke, limit or curtail such power and authority or
qualification.

     

    (c)         Authorization;
Enforcement.  The Company has the requisite corporate power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
thereunder.  The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated thereby, including the issuance, reservation for issuance and
delivery of the Shares, have been duly authorized by all necessary action on the
part of the Company and its stockholders, and no further action is required by
the Company or its stockholders in connection therewith other than in connection
with the Required Approvals.  Each Transaction Document has been (or
upon delivery will have been) duly executed by the Company and, when delivered
in accordance with the terms hereof, will constitute the valid and legally
binding obligation of the Company enforceable against the Company in accordance
with its terms except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

     

    (d)         No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by the Company, the issuance and sale of the Shares at
each Closing and the consummation by the Company of the other transactions
contemplated thereby do not and will not (i) conflict with or violate any
provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, violate or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, or result in the creation
of any Lien upon any of the properties or assets of the Company or any
Subsidiary pursuant to, or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement (written or oral), credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) to which the Company or
any Subsidiary is a party or by which any property or asset of the Company or
any Subsidiary is bound or affected, or (iii) subject to the Required Approvals,
conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and
state securities laws and regulations), or by which any property or asset of the
Company or a Subsidiary is bound or affected, except in the case of each of
clauses (ii) and (iii), such as could not reasonably be expected to result in a
Material Adverse Effect.

     

    
      
        
        

      

      
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    (e)         Filings, Consents and
Approvals.  The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority, the Trading Market or other Person in connection with
the execution, delivery and performance by the Company of the Transaction
Documents, other than any notice filings or SEC Reports as are required to be
made following each Closing Date under applicable federal and state securities
laws and applicable rules and regulations of the Trading Market (collectively,
the “Required
Approvals”).  All such Required Approvals will be made within
the time periods prescribed by law.

     

    (f)         Issuance of the
Shares.  The Shares are duly authorized and, when issued, sold
and delivered in accordance with the Transaction Documents for the consideration
specified herein, will be duly and validly issued, fully paid and
non-assessable, free and clear of all Liens other than those arising under
applicable federal and state securities laws as a result of the private
placement of the Shares to Seaside contemplated hereby.  The Company
has reserved from its duly authorized capital stock the maximum number of shares
of Common Stock issuable pursuant to this Agreement.

     

    (g)         Capitalization.  The
capitalization of the Company is as set forth in Section 3.1(g) of the
Disclosure Schedules.  The Company has not issued any capital stock
since its most recently filed periodic report under
the Exchange Act, other than pursuant to (i) the exercise of employee
stock options under the Company’s stock option plans, (ii) the issuance of
shares of Common Stock to employees pursuant to the Company’s employee stock
purchase plan (if applicable), (iii) the conversion or exercise of outstanding
Common Stock Equivalents, and (iv) as otherwise set forth in the Disclosure
Schedules.  No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents.  Except as
disclosed in the SEC Reports or Section 3.1(g) of the Disclosure Schedules,
there are no outstanding options, warrants, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or
Common Stock Equivalents.  Except as disclosed in the SEC Reports or
Section 3.1(g) of the Disclosure Schedules, the issue and sale of the Shares
will not obligate the Company to issue shares of Common Stock or other
securities to any Person (other than Seaside) and will not result in a right of
any holder of Company securities to adjust the exercise, conversion, exchange or
reset price under such securities.  All of the outstanding shares of
capital stock of the Company have been duly authorized, are validly issued,
fully paid and non-assessable and have been issued in compliance with all
federal and state securities laws and requirements of the Trading Market, and
none of such outstanding shares was issued in violation of any preemptive rights
or similar rights to subscribe for or purchase securities.  No further
approval or authorization of any stockholder or the Board of Directors of the
Company is required for the issuance and sale of the Shares, other than the
Required Approvals.  There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital
stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders.

     

    
      
        
        

      

      
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    (h)         SEC Reports; Financial
Statements. Except as set forth in Section 3(h) of the Disclosure
Schedules, the Company has filed or furnished all reports, schedules, forms,
statements and other documents required to be filed or furnished by it under the
Securities Act and the Exchange Act (including all required exhibits thereto),
including pursuant to Section 13(a) or 15(d) thereof, for the 12 months
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials, as the same may be amended,
and including the exhibits thereto and documents incorporated by reference
therein, being collectively referred to herein as the “SEC Reports”), and
any notices, reports or other filings pursuant to applicable requirements of the
Trading Market, on a timely basis or has received a valid extension of such time
of filing and has filed any such SEC Reports and notices, reports or other
filings pursuant to applicable requirements of the Trading Market prior to the
expiration of any such extension.  Except as set forth in Section
3.1(h) of the Disclosure Schedules, as of their respective dates, the SEC
Reports complied in all material respects with the applicable requirements of
the Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.  The financial statements of the Company (including its
consolidated Subsidiaries) included in the SEC Reports comply in all material
respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of
filing.  Such financial statements (i) have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis during the periods involved (“GAAP”), except as may
be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes
required by GAAP, and (ii) fairly present in all material respects the financial
position of the Company and its consolidated Subsidiaries as of and for the
dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal, year-end audit
adjustments.  Except as set forth in the SEC Reports or Section 3(h)
of the Disclosure Schedules, neither the Company nor any Subsidiary has any
material liability of any nature (whether accrued, absolute, contingent or
otherwise) that is required by GAAP to be included in such financial statements
other than liabilities arising after the date of the most recent balance sheet
included in such financial statements which were incurred in the ordinary course
of business consistent with past practice.

     

    (i)         Material
Changes.  Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the SEC Reports or in Section 3.1(i) of the Disclosure Schedules, (i) there has
been no event, occurrence or development that has had or that could reasonably
be expected to result in a Material Adverse Effect, except as has been
reasonably cured by the Company, (ii) the Company has not incurred any
liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past
practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or required to be disclosed in filings
made with the Commission, (iii) the Company has not altered its method of
accounting except as otherwise required pursuant to GAAP, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to
its stockholders or purchased, redeemed or made any agreements to purchase or
redeem any shares of its capital stock and (v) the Company has not issued any
equity securities to any officer, director or Affiliate, except pursuant to
existing Company stock option and incentive plans.

     

    
      
        
        

      

      
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    (j)         Litigation.  Except
as disclosed in the SEC Reports, there is no Proceeding pending or, to the
knowledge of the Company, threatened against or affecting the Company, any
Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) which (i) adversely affects or
challenges the legality, validity or enforceability of any of the Transaction
Documents or the Shares or (ii) could, if there were an unfavorable decision,
have or reasonably be expected to result in a Material Adverse
Effect.  Neither the Company nor any Subsidiary, nor, to the knowledge
of the Company, any director or officer thereof (in his or her capacity as
such), is or has been the subject of any Proceeding involving a claim or
violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty. There has not been and, to the knowledge of the
Company, there is not currently pending or contemplated, any investigation by
the Commission involving the Company or any current or former director or
officer of the Company (in his or her capacity as such).  The
Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company or any
Subsidiary under the Exchange Act or the Securities Act and, to the Company’s
knowledge, no proceeding for such purpose is pending before or threatened by the
Commission.

     

    (k)         Compliance. Except as
set forth in Section 3.1(k) of the Disclosure Schedules, neither the Company nor
any Subsidiary (i) is in default under or in violation of (and no event has
occurred that has not been waived that, with notice or lapse of time or both,
could reasonably be expected to result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is in violation of any order of any
court, arbitrator or governmental body, or (iii) is in violation of any statute,
rule or regulation of any governmental authority or the Trading Market,
including without limitation all foreign, federal, state and local laws
applicable to its business, except in each case as would not have a Material
Adverse Effect.

     

    (l)         Listing and Maintenance
Requirements. The Company has not, in the 12 months preceding the date
hereof or any Closing Date, received notice from any Trading Market on which the
Common Stock is or has been listed or quoted (as applicable) to the effect that
the Company is not in compliance with the listing or quotation (as applicable)
and maintenance requirements of such Trading Market.  The Company is,
and immediately after the consummation of the transactions contemplated hereby
will be, in compliance with all such listing or quotation (as applicable) and
maintenance requirements.

     

    (m)           Application of Takeover
Protections.  The Company and its Board of Directors have taken
all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s
certificate of incorporation (or similar charter documents) and the laws of its
state of incorporation that is or could become applicable to Seaside as a result
of Seaside and the Company fulfilling their obligations or exercising their
rights under the Transaction Documents, including without limitation the
Company’s issuance of the Shares and Seaside’s ownership of the
Shares.

     

    (n)         Acknowledgment Regarding
Seaside’s Purchase of Shares.  The Company acknowledges and
agrees that Seaside is acting solely in the capacity of an arm’s length
purchaser with respect to this Agreement and the other Transaction Documents and
the transactions contemplated hereby and thereby.  The Company further
acknowledges that Seaside is not acting as a financial advisor or fiduciary of
the Company (or in any similar capacity) with respect to this Agreement or the
other Transaction Documents and the transactions contemplated hereby and thereby
and any advice given by Seaside or any of its representatives or agents in
connection with this Agreement and the other Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to Seaside’s
purchase of the Shares.  The Company further represents to Seaside
that the Company’s decision to enter into this Agreement and the other
Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated thereby by the Company and its
representatives.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (o)         Approvals.  The
issuance and listing or quotation (as applicable) on the Trading Market of the
Shares requires or will require no further approvals, including but not limited
to, the approval of stockholders of the Company.

     

    (p)         Intellectual
Property.  The Company or its Subsidiaries owns or possesses
such right, title and interest in and to, or possesses legal right to use, all
patents, patent rights, trade secrets, inventions, know-how, trademarks, trade
names, copyrights, service marks and other proprietary rights (“Intellectual
Property”) material to the conduct of the Company’s business except
Intellectual Property the failure of which to own, possess or have a legal right
to use would not have a Material Adverse Effect.  Except as disclosed
in the SEC Reports, neither the Company nor any Subsidiary has received any
notice of infringement, misappropriation or conflict from any third party as to
Intellectual Property owned by or exclusively licensed to the Company or any
such Subsidiary that has not been resolved or disposed of, which infringement,
misappropriation or conflict would if adversely decided have a Material Adverse
Effect.  To the Company’s knowledge, it has not infringed,
misappropriated, or otherwise conflicted with the Intellectual Property of any
third parties, which infringement, misappropriation or conflict would if
adversely decided have a Material Adverse Effect.

     

    (q)         Permits.  The
Company has made all filings, applications and submissions required by, and possesses all
approvals, licenses, certificates, certifications, clearances, consents,
exemptions, marks, notifications, orders, permits and other authorizations
issued by, the appropriate federal, state or foreign regulatory authorities
necessary to own or lease its properties and to conduct its businesses
(collectively, “Permits”), except for
such Permits the failure of which to possess or obtain would not reasonably be
expected to have a Material Adverse Effect. Neither the Company nor any
Subsidiary has received any written notice of proceedings relating to the
limitation, revocation, cancellation, suspension, modification or non-renewal of
any such Permit which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would have a Material Adverse Effect,
and has no reason to believe that any such Permit will not be renewed in the
ordinary course.

     

    (r)         Title.  The
Company has good and marketable title in fee simple to all real property and
personal property owned by it which is material to the business of the Company
and its Subsidiaries, taken as a whole, in each case free and clear of all
Liens, except for Liens that do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company or its Subsidiaries or for equipment leases or
operating leases entered into in the ordinary course of business.  Any
real property and facilities held under lease by the Company or its Subsidiaries
are held under valid, subsisting and enforceable leases, with such exceptions as
are not material and do not interfere with the use made and proposed to be made
of such property and facilities by the Company or its Subsidiaries.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (s)         Tax
Matters.  The Company (including its Subsidiaries) has filed
all federal, state and local income, franchise and other tax returns required to
be filed and has paid all taxes due, and no tax deficiency has been determined
adversely to the Company or any Subsidiary which,
individually or in the aggregate, has had (nor does the Company or any
Subsidiary have any knowledge of any tax deficiency which, if determined
adversely to the Company or any Subsidiary, could, individually or in the
aggregate, reasonably be expected to have) a Material Adverse
Effect.

     

    (t)         No General Solicitation; No
Integration.  No form of general solicitation or general
advertising was used by the Company or, to its knowledge, any other person
acting on behalf of the Company, in respect of the Shares or in connection with
the offer and sale of the Shares.  The Company has not sold, offered
to sell, solicited offers to buy or otherwise negotiated in respect of any
“security” (as defined in the Securities Act) that is or could be integrated
with the sale of the Shares in a manner that would require the registration of
the Shares under the Securities Act.

     

    (u)         No
Registration.  Assuming the accuracy of the representations and
warranties made by, and compliance with the covenants of, Seaside in Section 3.2
hereof, no registration of the Shares under the Securities Act is required in
connection with the sale of the Shares to Seaside as contemplated by this
Agreement.

     

    (v)         Disclosure.  The
Company confirms that neither the Company nor any officer, director or employee
of the Company acting on its behalf (as such term is used in Regulation FD) has
provided Seaside or its agents or counsel with any information that constitutes
or might reasonably be expected to constitute material, non-public information
except insofar as the existence and terms of the proposed transactions hereunder
may constitute such information.  The Company understands and confirms
that Seaside will rely on the foregoing representations and covenants in
effecting transactions in securities of the Company.  None of the
representations and warranties of the Company contained herein, nor any
statement made by the Company in any disclosure, schedule, exhibit, certificate
or other document furnished or to be furnished to Seaside in connection
herewith, contains or will contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.

     

    3.2           Representations and
Warranties of Seaside.  Seaside hereby makes the
representations and warranties set forth below to the Company:

     

    (a)         Organization;
Authority.  Seaside is a limited partnership duly organized,
validly existing and in good standing under the laws of the state of Florida,
with full right, power and authority to own and use its properties and assets
and to carry on its business as currently conducted and to enter into and to
consummate the transactions contemplated by this Agreement and the other
Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder.  The execution, delivery and performance by Seaside of the
transactions contemplated by this Agreement and each other Transaction Document
have been duly authorized by all necessary action on the part of Seaside and no
such further action is required.  Each Transaction Document to which
Seaside is a party has been (or upon delivery will have been) duly executed by
Seaside, and, when delivered by Seaside in accordance with the terms thereof,
will constitute the valid and legally binding obligation of Seaside, enforceable
against it in accordance with its terms, except (i) as limited by general
equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the
availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)         Experience of
Seaside.  Seaside, either alone or together with its
representatives, has such knowledge, sophistication and experience in business
and financial matters so as to be capable of evaluating the merits and risks of
the prospective investment in the Shares, and has so evaluated the merits and
risks of such investment.  Seaside is able to bear the economic risk
of an investment in the Shares and, at the present time, is able to afford a
complete loss of such investment.

     

    (c)         Purchase for Own
Account.  The Shares will be acquired for investment for
Seaside’s own account, not as a nominee or agent, and not with a view to the
public resale or distribution thereof within the meaning of the Securities Act,
and Seaside has no present intention of selling, granting any participation in,
or otherwise distributing the same in violation of the Securities
Act.

     

    (d)         Disclosure of
Information. Seaside has received or has had full access to all the
information it considers necessary or appropriate to make an informed investment
decision with respect to the Shares.  Seaside has had an opportunity
to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Shares and to obtain additional information
(to the extent the Company possessed such information or could acquire it
without unreasonable effort or expense) necessary to verify any information
furnished to Seaside or to which Seaside had access.  The foregoing,
however, does not in any way limit or modify the representations and warranties
made by the Company in Section 3.1 of this Agreement.

     

    (e)         Restricted Securities.  Seaside
understands that the Shares are characterized as “restricted securities” under
the Securities Act inasmuch as they are being acquired from the Company in a
transaction not involving a public offering and that, under the Securities Act
and the rules and regulations promulgated thereunder, such securities may be
resold without registration under the Securities Act only in certain limited
circumstances.  Seaside is familiar with Rule 144 and understands the
resale limitations imposed thereby and by the Securities Act and applicable
state securities laws.

     

     

    (f)           Short
Sales.  Seaside has not directly or indirectly executed any
Short Sales or other hedging transactions in the securities of the Company
through the date hereof.

     

    


    ARTICLE
IV

    OTHER
AGREEMENTS OF THE PARTIES

     

    4.1           Legends.  Seaside
agrees and acknowledges that the certificates evidencing the Shares will bear a
legend with respect to the restrictions imposed by the Securities Act and
applicable state securities laws.  Such legend or legends shall, upon
the request of Seaside, be promptly removed by the Company from any certificate
evidencing Shares upon delivery to the Company of an opinion of counsel to
Seaside, reasonably satisfactory to the Company, that the legended security can
be freely transferred in a public sale without a registration statement being in
effect under the Securities Act and in compliance with exemption requirements
under applicable state securities laws and that such transfer will not
jeopardize the exemption or exemptions from registration pursuant to which the
Company issued the Shares.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    4.2           Furnishing of Information;
Rule 144 Reporting; Penalty for Non-Compliance with Rule.  As
long as Seaside owns Shares, the Company shall timely file with the Commission
(or obtain extensions in respect thereof and file within the applicable grace
period) all reports and other documents required to be filed by the Company
after the date hereof pursuant to the Exchange Act and make and keep adequate,
current public information available, as those terms are understood and defined
in Rule 144, at all times.  As long as Seaside owns Shares for less
than one year in accordance with Rule 144(d), if the Company is not required to
file reports pursuant to the Exchange Act, it will prepare and furnish to
Seaside and make publicly available in accordance with Rule 144(c) such
information as is required for Seaside to sell the Shares under Rule
144.  If at any time or times Seaside is not permitted to sell Shares
pursuant to Rule 144 as a result of the Company’s failure to be in compliance
with all of the requirements of such rule, including but not limited to all
requirements regarding the availability of current public information under Rule
144(c), then the Company shall be obligated to issue to Seaside, at no
additional cost to Seaside, additional shares of Common Stock in an amount equal
to twenty percent (20.0%) of the number of Shares then owned or held by
Seaside.

     

    4.3           Securities Laws Disclosure;
Publicity.  The Company shall, by 9:00 a.m. Eastern time on the
Trading Day following the date hereof, file a Current Report on Form 8-K which
attaches as exhibits all agreements relating to this transaction, in each case
reasonably acceptable to Seaside and its counsel, disclosing the material terms
of the transactions contemplated hereby.

     

    4.4           Shareholders Rights
Plan.  No claim will be made or enforced by the Company or,
with the consent of the Company, any other Person that Seaside is an “Acquiring
Person” or similar designation under any shareholders rights plan or similar
plan or arrangement in effect or hereafter adopted by the Company, or that
Seaside could be deemed to trigger the provisions of any such plan or
arrangement, by virtue of receiving Shares under the Transaction Documents or
under any other agreement between the Company and Seaside.  The
Company shall conduct its business in a manner so that it will not become
subject to the Investment Company Act of 1940, as amended.

     

    4.5           Non-Public
Information.  The Company covenants and agrees that neither it
nor any other Person acting on its behalf will provide Seaside or its agents or
counsel with any information that the Company believes constitutes material
non-public information.  The Company understands and confirms that
Seaside shall be relying on the foregoing representations in effecting
transactions in securities of the Company.

     

    4.6           Indemnification of
Seaside.  Subject to the provisions of this Section 4.6, the
Company will indemnify and hold Seaside, Seaside’s Affiliates and their
respective directors, officers, stockholders, partners, members, employees and
agents (each, a “Seaside Party”)
harmless from any and all losses, liabilities, obligations, claims, demands,
contingencies, damages, costs and expenses, including all judgments, amounts
paid in settlements, court costs and reasonable attorneys’ fees and costs of
investigation reasonably incurred in connection with defending or investigating
any suit or action in respect thereof to which any Seaside Party is or may
become a party under the Securities Act, the Exchange Act or any other federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, liabilities, obligations, claims, demands, contingencies, damages,
costs and expenses arise out of or are based on (a) any inaccuracy in or breach
of any representation or warranty made by the Company in this Agreement or other
Transaction Document, or any certificate, instrument or document furnished or
delivered by the Company pursuant hereto or thereto, (b) any breach or
non-fulfillment of any covenant made by or on the part of the Company in this
Agreement or other Transaction Document, or any certificate, instrument or
document furnished or delivered by the Company pursuant hereto or thereto, or
(c) any fraud or intentional misrepresentation or intentional breach by or on
the part of the Company.  If any action shall be brought against any
Seaside Party in respect of which indemnity may be sought pursuant to this
Agreement, such Seaside Party shall promptly notify the Company in writing, and
the Company shall have the right to assume the defense thereof with counsel of
its own choosing.  Any Seaside Party shall have the right to employ
separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Seaside
Party except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a
reasonable period of time to assume such defense and to employ counsel or (iii)
in such action there is, in the reasonable opinion of such separate counsel, a
material conflict on any material issue between the position of the Company and
the position of such Seaside Party.  The Company will not be liable to
any Seaside Party under this Agreement (x) for any settlement by a Seaside Party
effected without the Company’s prior written consent, which consent shall not be
unreasonably withheld or delayed; or (y) to the extent, but only to the extent,
that a loss, liability, obligation, claim, demand, damage, cost or expense is
attributable to any Seaside Party’s breach of any of the representations,
warranties, covenants or agreements made by Seaside in this Agreement or in the
other Transaction Documents.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

                
 4.7           Listing or Quotation of
Common Stock.  The Company hereby agrees to use its best
efforts to maintain the listing or quotation (as applicable) of the Common Stock
on its current Trading Market.  The Company further agrees that, if
the Company applies to have the Common Stock traded on any other Trading Market,
it will include in such application all of the Shares and will take such other
action as is necessary to cause all of the Shares to be listed or quoted on such
other Trading Market as promptly as possible.  The Company will take
all action reasonably necessary to continue the listing or quotation (as
applicable) and trading of its Common Stock on each Trading Market on which the
Common Stock is listed or quoted (as applicable) and will comply in all respects
with the Company’s reporting, filing and other obligations under the bylaws or
rules of such Trading Market(s).

     

    4.8           Stockholder
Approval.  The Company shall not issue shares of Common Stock
or Common Stock Equivalents, if such issuance would require stockholder approval
pursuant to applicable rules of the Trading Market, unless and until such
stockholder approval is obtained.

     

    4.9           Short
Sales.  Seaside covenants that neither it nor any Affiliates
acting on its behalf or pursuant to any understanding with it will execute any
Short Sales in the securities of the Company from the date hereof until the
final Subsequent Closing contemplated hereby.

     

    ARTICLE
V

    MISCELLANEOUS

     

    5.1           Termination; Liquidated
Damages.  This Agreement may be terminated by
Seaside:

     

    (a)           by
written notice to the Company, if the Initial Closing has not been consummated
on or before December 18, 2009, or

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)           immediately
upon written notice to the Company if, at any time prior to the Subsequent
Closing Date, the Company consummates a financing to which Seaside is not a
party, provided, however, that no such
termination pursuant to this Section 5.1 will affect the right of any party to
sue for any breach by the other party (or parties).

     

    5.2           Fees and
Expenses.  Except as otherwise set forth in this Agreement and
as set forth in this Section 5.2 below, each party shall pay the fees and
expenses of its own advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this
Agreement.  The Company shall pay all stamp and other taxes and duties
levied in connection with the delivery of the Shares.  Notwithstanding
the foregoing, at the Initial Closing the Company shall reimburse Seaside for
the fees and expenses of its counsel, White White & Van Etten PC, in an
amount equal to $25,000 and at the Subsequent Closing the Company shall
reimburse Seaside for the fees and expenses of its counsel, White White &
Van Etten PC, in an amount equal to $2,500.  Such legal fees may be
withheld by Seaside from the amount to be paid for the Shares purchased at the
Initial Closing and the Subsequent Closing.

     

    5.3           Entire
Agreement.  The Transaction Documents, together with the
exhibits and schedules thereto (including the Disclosure Schedules), contain the
entire understanding of the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral or written, with
respect to such matters, which the parties acknowledge have been merged into
such documents, exhibits and schedules.

     

    5.4           Notices.  Any
and all notices or other communications or deliveries required or permitted to
be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via electronic mail or facsimile at the facsimile
number set forth on the signature pages attached hereto prior to 5:30 p.m.
(Eastern time) on a Trading Day, (b) the next Trading Day after the date of
transmission, if such notice or communication is delivered via electronic mail
or facsimile at the facsimile number set forth on the signature pages attached
hereto on a day that is not a Trading Day or later than 5:30 p.m. (Eastern time)
on any Trading Day, (c) the second Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is required to be given.  The
address for such notices and communications shall be as set forth on the
signature pages attached hereto.

     

    5.5           Amendments;
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and Seaside or, in the case of a waiver, by the party against whom
enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

     

    5.6           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.  The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    5.7           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted
assigns.  The Company may not assign this Agreement or any rights or
obligations hereunder without the prior written consent of
Seaside.  Seaside may assign this Agreement or any rights or
obligations hereunder without the prior written consent of the
Company.

     

    5.8           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person, except as otherwise set forth in Section 4.6.

     

    5.9           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to the principles of conflicts of law
thereof.  The parties hereby waive all rights to a trial by
jury.  If either party shall commence an action or proceeding to
enforce any provisions of the Transaction Documents, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its
attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.

     

    5.10           Survival.  The
representations and warranties herein shall survive the Closings and delivery of
the Shares and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of Seaside, its counsel or the Company, as
the case may be.

     

    5.11           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party, it being understood that both parties need not sign the same
counterpart.  In the event that any signature is delivered by
facsimile or email transmission, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or email signature
page were an original thereof.

     

    5.12           Severability.  If
any provision of this Agreement is held to be invalid or unenforceable in any
respect, the validity and enforceability of the remaining terms and provisions
of this Agreement shall not in any way be affected or impaired thereby and the
parties will attempt to agree upon a valid and enforceable provision that is a
reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.

     

    5.13           Rescission and Withdrawal
Right.  Notwithstanding anything to the contrary contained in
(and without limiting any similar provisions of) the Transaction Documents,
whenever Seaside exercises a right, election, demand or option under a
Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then Seaside may rescind or
withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

     

    5.14           Remedies.  In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, Seaside and the Company will be entitled to
specific performance under the Transaction Documents.  The parties
agree that monetary damages may not be adequate compensation for any loss
incurred by reason of any breach of the obligations set forth herein and hereby
agree to waive in any such action for specific performance of any such
obligation the defense that a remedy at law would be adequate.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    5.15           Payment Set
Aside.  To the extent that either party hereto makes a payment
or payments to the other party hereto pursuant to any Transaction Document or
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored
to the other party, a trustee, receiver or any other person under any law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     

    5.16           Construction.  The
parties agree that each of them and/or their respective counsel has reviewed and
had an opportunity to revise the Transaction Documents and, therefore, the
normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation
of the Transaction Documents or any amendments hereto.

     

    (Signature
Pages Follow)

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Common Stock Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.

     

    
      	Defense
      Solutions Holding, Inc.	 	
              Address for
      Notice:

            
	By:	 
      	 	 
	 	
              Name:  Timothy
      D. Ringgold

              Title:    Chief
      Executive Officer

               

            	 	
              707
      Eagleview Boulevard

              Exton,
      PA 19431-1159

              Attention:
      Timothy D. Ringgold

              Fax:
      (610) 833-6010

               

            
	With
      a copy (which shall not constitute notice) to:  	 	
              Giordano,
      Halleran & Ciesla, P.C.

              125
      Half Mile Road

              Suite
      300

              Red
      Bank, NJ 07701

              Attention:  Philip
      D. Forlenza, Esq.

              Fax:  (732)
      224-6599

            


    

    


    
      	Seaside
      88, LP	 	Address for
      Notice:
	By: 	
              Seaside
      88 Advisors, LLC

            	 	
            
	 	 	 	750
      Ocean Royale Way
	 	 	 	Suite
      805
	By:	  	 	North
      Palm Beach, FL 33408
	
            	Name:
      William J. Ritger	 	Attention:  William
      J. Ritger and
	
               

               

            	
              Title:  Manager

               

            	 	
              Denis
      M. O’Donnell, M.D.

              Fax:  866-358-6721

               

            
	With
      a copy (which shall not constitute notice) to:    
     	 	
              White
      White & Van Etten PC

              55
      Cambridge Parkway

              Cambridge,
      MA 02142

              Attention:  David
      A. White, Esq.

              Fax:  617-225-0205

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    


    Officer’s
Certificate

    


    In connection with a Closing on the
date set forth below pursuant to that certain Common Stock Purchase Agreement
dated as of December __, 2009 (the “Agreement”) by and between Defense Solutions
Holding, Inc., a Nevada corporation (the “Company”) and Seaside 88, LP, a
Florida limited partnership (“Seaside”), the undersigned, the duly elected and
qualified ________________ of the Company, does hereby certify to the Company as
follows:

    


    
      	
              (i)      

            	
              all
      representations and warranties of the Company contained in the Agreement
      are true and correct in all material respects (without giving effect to
      any limitation as to “materiality” or “knowledge” set forth therein) on
      and as of the date hereof as if made on and as of the date hereof (provided that
      representations and warranties that speak as of a specific date shall
      continue to be true and correct as of the Closing with respect to such
      date); and

            


    

    


    
      	
              (ii)      

            	
              the
      Company has performed or complied with all of its covenants and agreements
      contained in the Agreement and required to be performed or complied with
      by the Company on or before the date
hereof.

            


    

    


    Capitalized
terms used but not defined herein shall have the meanings given to them in the
Agreement.

    


    IN
WITNESS WHEREOF, the undersigned has caused this Officer’s Certificate to be
executed this _____ day of _____________, 20__.

     

     

    
      
        	 	
                Defense
      Solutions Holding, Inc.

              	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 


      

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

    


    1.           The
Company is a corporation duly organized under the General Corporation Law of the
State of Nevada, with corporate power and authority to enter into the Agreement
and the other Transaction Documents and perform its obligations thereunder. The
Company is validly existing and in good standing under the laws of the State of
Nevada and is qualified to do business and in good standing under the laws of
____________ and _________, the only states where the failure to be so qualified
and in good standing could have a Material Adverse Effect.

    


    2.           The
execution and delivery of the Agreement and the other Transaction Documents and
the issuance and sale of the Shares thereunder has been duly authorized by all
necessary corporate action of the Company, no further action is required by the
Company or its stockholders in connection therewith; and the Agreement and each
other Transaction Document has been duly executed and delivered by the Company
and is enforceable against the Company in accordance with its
terms.

    


    3.           The
Shares have been duly authorized and, when issued and delivered in accordance
with the terms of the Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any
preemptive or similar rights set forth in the Company’s Certificate of
Incorporation or Bylaws (or similar organizational documents) or any agreement
known to us or filed as an exhibit to any SEC Report.

    


    4.           The
execution and delivery by the Company of, and the performance by the Company of
its obligations under, the Agreement (including the issuance and sale of the
Shares) and the other Transaction Documents will not contravene any provision of
any statute, law, rule or regulation applicable to the Company, any agreement
filed as an exhibit to any SEC Report, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company that is
applicable to the Company or its properties.

    


    5.           No
consent, approval, authorization, order, registration or qualification of or
with any court or arbitrator or governmental body, regulatory authority or
Trading Market is required for the execution, delivery and performance by the
Company of its obligations under the Agreement or any other Transaction
Document, other than any notice filings as are required to be made in connection
with the Closing Date under applicable federal and state securities
laws.

    


    6.           The
Company is not, and will not be after consummation of the Agreement, the sale of
the Shares to Seaside and the application of the proceeds thereof, an
“investment company” as defined in the Investment Company Act of 1940, as
amended.